UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): December 17, 2025
COURSERA, INC.
(Exact name of Registrant as Specified in Its Charter)
Delaware
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001-40275
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45-3560292
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(State or Other Jurisdiction of Incorporation)
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(Commission File Number)
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(I.R.S. Employer Identification No.)
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2440 West El Camino Real, Suite 500
Mountain View, California
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94040
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(Address of Principal Executive Offices)
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(Zip Code)
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Registrant’s Telephone Number, Including Area Code: (650) 963-9884
(Registrant's telephone number, including area code)
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following
provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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Name of each exchange on which
registered
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Common Stock, $0.00001 par value per share
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COUR
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The New York Stock Exchange
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2
of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised
financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 1.01. |
Entry Into a Material Definitive Agreement.
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Agreement and Plan of Merger
On December 17, 2025, Coursera, Inc. (the “Company” or “Coursera”) entered into an Agreement and Plan of Merger (the “Merger Agreement”)
with Udemy, Inc. (“Udemy”) and Chess Merger Sub, Inc., a direct wholly owned subsidiary of Coursera (“Merger Sub”).
The Merger. Upon the
terms and subject to the conditions of the Merger Agreement, Merger Sub will merge with and into Udemy (the “Merger”), with Udemy surviving the Merger as a wholly owned subsidiary of
Coursera (or if a restructuring election (a “Restructuring Election”) is made in certain circumstances in accordance with and subject to the limitations in the Merger Agreement, a direct
wholly owned corporate subsidiary of Coursera may merge with and into Udemy, with Udemy surviving such merger as a wholly owned subsidiary of Coursera, followed by a merger of Udemy with and into a second, direct wholly owned limited liability
company subsidiary of Coursera, with the second wholly owned subsidiary of Coursera surviving such merger (together, the “Two-Step Merger”)). At the effective time of the Merger (the “Effective Time”), each share of common stock, par value $0.00001 per share, of Udemy (the “Udemy Common Stock”) issued and
outstanding immediately prior to the Effective Time, except for certain shares owned by Coursera, Udemy or Merger Sub, will be converted into the right to receive 0.800 shares of common stock (the “Exchange
Ratio”), par value $0.00001 per share, of Coursera (the “Coursera Common Stock”). No fractional shares of Coursera Common Stock will be issued in the Merger, and holders
of Udemy Common Stock will receive cash in lieu of fractional shares of Coursera Common Stock, if any.
The board of directors of the Company (the “Board”) has unanimously (i) determined
that the Merger Agreement and the transactions contemplated thereby, including the issuance of the shares of Company Common Stock (the “Stock Issuance”) and an amendment of the Company’s
amended and restated certificate of incorporation to increase the number of authorized shares of Coursera Common Stock thereunder (the “Charter Amendment”), are in the best interests of
the Company, taking into account the pecuniary interests of holders of Coursera Common Stock, the best interests of those materially affected by Coursera’s conduct, including holders of Coursera Common Stock, employees of Coursera, community,
educators and learners, and Coursera’s specific public benefit purpose to provide global access to flexible and affordable high-quality education that supports personal development, career advancement, and economic opportunity; (ii) approved and
declared advisable the Merger Agreement and the transactions contemplated thereby, including the Stock Issuance, the Charter Amendment and the Merger; and (iii) recommended that the holders of Coursera Common Stock approve each of the Stock
Issuance and the Charter Amendment.
Post-Closing Governance.
The Merger Agreement provides, among other things, that, effective as of the Effective Time, the Board will be comprised of nine directors, of which six will be current members of the board of directors of Coursera (the “Coursera Director Designees”) and three will be current members of the board of directors of Udemy (the “Udemy Director Designees”). The Chairman of
Coursera and the Chief Executive Officer of Coursera will remain in their respective roles with the combined company following the Effective Time. The Merger Agreement requires each of the Udemy Director Designees to meet applicable independence
standards of the New York Stock Exchange (“NYSE”) with respect to the Company as of the Effective Time.
Representations, Warranties and Covenants. The Merger Agreement contains customary representations and warranties of the Company and Udemy relating to their respective businesses, financial statements and public filings, in each case generally subject to
customary qualifications. Additionally, the Merger Agreement provides for customary pre-closing covenants of each of the Company and Udemy, including (i) subject to certain exceptions, to conduct their respective businesses in the ordinary
course; (ii) to cooperate with respect to seeking regulatory approvals; (iii) unless the Merger Agreement is terminated in accordance with its terms, to hold a meeting of their respective stockholders to seek the requisite stockholder approvals;
(iv) not to solicit proposals relating to certain alternative transactions from third parties, including alternative acquisitions or business combination transactions involving Coursera or Udemy, as applicable (an “Alternative Transaction”); and (v) subject to certain exceptions, not to enter into any discussions with third parties concerning or provide confidential information to third parties in connection with an
Alternative Transaction.
Closing Conditions. The
completion of the Merger is subject to customary conditions, including, among others, (i) adoption of the Merger Agreement by Udemy’s stockholders, (ii) approval of the Stock Issuance and the Charter Amendment by Coursera’s stockholders; (iii)
authorization for listing of the shares of Coursera Common Stock to be issued in the Merger on the NYSE, subject to official notice of issuance; (iv) the expiration or termination of any waiting period applicable to the Merger under the
Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and the receipt of certain other required regulatory approvals; and (v) effectiveness of the registration statement on Form S-4 for the Coursera Common Stock to be issued in the
Merger. In addition, Udemy’s obligation to complete the Merger is also subject to the receipt by Udemy of an opinion from its counsel to the effect that the Merger (or, if a Restructuring Election is effective, the Two-Step Merger) will qualify
as a reorganization within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended.
Termination Rights. The
Merger Agreement contains certain customary termination rights for the Company and Udemy, including, among others, (i) if the Merger is not consummated by December 17, 2026 (the “Termination Date”)
(provided that if as of the Termination Date, certain conditions related to the receipt of regulatory approvals have not been satisfied or waived, then the Termination Date will be automatically extended until March 17, 2027, and if as of the
Termination Date, as so extended, certain conditions related to the receipt of regulatory approvals have still not been satisfied or waived, then the Termination Date will be automatically extended until June 17, 2027); (ii) if the requisite
approval of Udemy stockholders is not obtained at Udemy’s stockholder meeting or if the requisite approval of Coursera’s stockholders is not obtained at the Company’s stockholder meeting; (iii) if the other party’s board of directors withdraws
its recommendation to such other party’s stockholders regarding the Merger Agreement or the other party breaches in any material respect its obligations to not solicit proposals relating to an Alternative Transaction; (iv) if the other party
breaches its representations, warranties or covenants in a manner that would cause certain conditions to the Closing set forth in the Merger Agreement to not be satisfied (subject to certain cure rights); (v) if a legal order or injunction
permanently enjoining the Merger is issued and has become final and non-appealable; or (vi) by mutual written agreement of Udemy and the Company.
Termination Fees. If the
Merger Agreement is terminated by Udemy because Coursera’s board of directors changes its recommendation to its stockholders regarding the Merger Agreement or because Coursera breaches in any material respect its obligations to not solicit
proposals relating to an Alternative Transaction or its obligations in respect of Coursera’s stockholder meeting, Coursera will be required to pay Udemy a termination fee equal to $40,500,000 (the “Termination
Fee”). Coursera is also required to pay the Termination Fee to Udemy if the Merger Agreement is terminated in certain circumstances after a proposal for an Alternative Transaction is made and, within twelve months of termination,
Coursera enters into any Alternative Transaction. Udemy is subject to reciprocal obligations to pay the Termination Fee to Coursera in corresponding circumstances.
In addition, if the Merger Agreement is terminated in certain circumstances because the requisite approval of Udemy stockholders is not obtained
at Udemy’s stockholder meeting or because the requisite approval of Coursera’s stockholders is not obtained at Coursera’s stockholder meeting, Udemy or Coursera, as applicable, will be required to pay the other party an expense reimbursement equal
to $8.0 million.
The foregoing description of the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the full text
of the Merger Agreement, which is attached hereto as Exhibit 2.1 and is incorporated herein by reference.
The representations, warranties and covenants of each party set forth in the Merger Agreement have been made only for the purposes of, and were
and are solely for the benefit of the parties to, the Merger Agreement, may be subject to limitations agreed upon by the contracting parties, including being qualified by confidential disclosures made for the purposes of allocating contractual risk
between the parties to the Merger Agreement instead of establishing these matters as facts, and may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to investors. Accordingly, the
representations and warranties may not describe the actual state of affairs at the date they were made or at any other time, and investors should not rely on them as statements of fact. In addition, such representations and warranties (1) will not
survive consummation of the Merger, (2) were made only as of the date of the Merger Agreement or such other date as is specified in the Merger Agreement, and (3) are subject to limitations agreed upon by the parties, including being qualified by
confidential disclosures made by each contracting party to the other for the purposes of allocating contractual risk between them. Moreover, information concerning the subject matter of the representations and warranties may change after the date
of the Merger Agreement, which subsequent information may or may not be fully reflected in the parties’ public disclosures. Accordingly, the Merger Agreement is included with this filing only to provide investors with information regarding the
terms of the Merger Agreement, and not to provide investors with any factual information regarding Coursera or Udemy, their respective affiliates or their respective businesses. The Merger Agreement should not be read alone, but should instead be
read in conjunction with the other information regarding Coursera, Udemy, their respective affiliates or their respective businesses, the Merger Agreement and the Merger that will be contained in, or incorporated by reference into, the Registration
Statement on Form S-4 that will include a joint proxy statement of Coursera and Udemy and a prospectus of Coursera, as well as in the Forms 10-K, Forms 10-Q and other filings that each of Coursera and Udemy make with the Securities and Exchange
Commission (“SEC”).
Voting Agreements
Concurrently with the execution and delivery of the Merger Agreement, Coursera entered into a voting agreement (collectively, the “Udemy Stockholder Voting Agreement”) with certain stockholders of Udemy affiliated with Insight Venture Partners (the “Udemy Significant
Stockholders”) on terms and conditions consistent with the Coursera Stockholder Voting Agreement, including, among other things, an agreement by the Udemy Significant Stockholders to vote all of the shares of Udemy Common Stock
beneficially owned by them (representing in the aggregate approximately 26% of the total outstanding shares of Udemy Common Stock) in favor of the adoption of the Merger Agreement.
Concurrently with the execution and delivery of the Merger Agreement, certain stockholders of Coursera affiliated with New Enterprise Associates
and Andrew Ng (collectively, the “Coursera Significant Stockholders”) have entered into a voting agreement, dated as of December 17, 2025, with Udemy (the “Coursera Stockholder Voting Agreement”). Subject to the terms and conditions of the Coursera Stockholder Voting Agreement, the Coursera
Significant Stockholders have agreed, among other things, (i) to vote all of the shares of Coursera Common Stock beneficially owned by them (representing in the aggregate approximately 12% of the total outstanding shares of Coursera
Common Stock) in favor of the Stock Issuance and the Charter Amendment; (ii) subject to certain exceptions, not to transfer their shares of Coursera Common Stock until the requisite approval of Coursera’s stockholders is obtained; (iii) not to solicit proposals relating to an Alternative Transaction involving Coursera from third parties; and (iv) subject to certain
exceptions, not to participate in discussions or negotiations regarding an Alternative Transaction involving Coursera. Except for certain obligations set forth therein, the Coursera Stockholder Voting Agreement will terminate upon the earliest of
(w) the termination of the Merger Agreement in accordance with its terms, (x) the Effective Time, (y) the date the Coursera Stockholder Voting Agreement is terminated by written consent of all parties thereto and (z) the date on which any amendment
to the Merger Agreement is effected, or any waiver of Coursera’s rights under the Merger Agreement is granted, in each case, without the Coursera Significant Stockholders’ prior written consent, that increases the Exchange Ratio (except as the
result of a stock split) or changes the form of the merger consideration.
The foregoing descriptions of the Udemy Stockholder Voting Agreement, the Coursera Stockholder Voting Agreement and the transactions contemplated
thereby do not purport to be complete and are qualified in their entirety by reference to the full text of the Udemy Stockholder Voting Agreement and the Coursera Stockholder Voting Agreement, forms of which are attached hereto as Exhibits 10.1 and
99.1 and are incorporated herein by reference.
Cautionary Note Regarding Forward-Looking Statements
This communication relates to a proposed business combination transaction (the “business combination”)
between Udemy and Coursera. This communication contains forward-looking statements that involve substantial risks and uncertainties. Any statements contained in this communication that are not statements of historical facts may be deemed to be
forward-looking statements. In some cases, you can identify forward-looking statements by terms such as: “accelerate,” “anticipate,” “believe,” “can,” “continue,” “could,” “demand,” “design,” “estimate,” “expand,” “expect,” “intend,” “may,”
“might,” “mission,” “need,” “objective,” “ongoing,” “outlook,” “plan,” “potential,” “predict,” “project,” “should,” “target,” “will,” “would,” or the negative of these terms, or other comparable terminology intended to identify statements about the
future. These forward-looking statements include, but are not limited to, statements regarding expected timing and benefits of the business combination and the outlook for Coursera’s and Udemy’s results of operations and financial condition
(including potential synergies) following the business combination. It is uncertain whether any of the events anticipated by the forward-looking statements will transpire or occur, or if any of them do, what impact they will have on the results of
operations and financial condition of the combined companies or the price of Coursera or Udemy stock. These forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause actual results, levels of
activity, performance, benefits or achievements to be materially different from the information expressed or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to, the following: general
economic, market or business conditions, including competition, risks related to online learning solutions and risks related to our AI innovations and AI generally; risks related to the business combination, including the effect of the announcement
of the business combination on the ability of Coursera or Udemy to retain and hire key personnel and maintain relationships with customers, vendors and others with whom Coursera or Udemy do business, or on Coursera’s or Udemy’s operating results
and business generally; risks that the business combination disrupts current plans and operations and the potential difficulties in attracting and retaining qualified personnel as a result of the business combination; the outcome of any legal
proceedings related to the business combination; the ability of the parties to consummate the proposed transaction on a timely basis or at all; the satisfaction of the
conditions precedent to consummation of the proposed transaction, including the ability to secure regulatory approvals on the terms expected, at all or in a timely manner; the ability to successfully integrate Coursera’s and Udemy’s operations and
business on a timely basis or otherwise in accordance with the standards and obligations applicable to the combined company as a public benefit corporation and as a B Corp.; Coursera’s and
Udemy’s ability to implement our plans, forecasts and other expectations with respect to the combined company’s business after the completion of the transaction and realize expected synergies and other benefits of the combination within the
expected timeframe or at all; the amount of the costs, fees, expenses and charges related to the proposed combination; fluctuations in the prices of Coursera or Udemy stock; and potential business disruptions following the business combination.
These risks, as well as other risks related to the proposed transaction, will be included in the registration statement on Form S-4 and joint proxy statement/prospectus that will be filed with the SEC in connection with the proposed transaction.
While the risks presented here, and those to be presented in the registration statement on Form S-4, are considered representative, they should not be considered a complete statement of all potential risks and uncertainties. For additional
information about other factors that could cause actual results to differ materially from those described in the forward-looking statements, please refer to Coursera’s and Udemy’s respective periodic reports and other filings with the SEC,
including the risk factors identified in Coursera’s and Udemy’s most recent Quarterly Reports on Form 10-Q, Coursera’s most recent Annual Report on Form 10-K (available online at https://www.sec.gov/Archives/edgar/data/1651562/000165156225000013/cour-20241231.htm)
and Udemy’s most recent Annual Report on Form 10-K (available online at https://www.sec.gov/Archives/edgar/data/1607939/000160793925000011/udmy-20241231.htm), under the
headings “Special Note Regarding Forward-Looking Statements” and “Risk Factors” in Part I, Item 1A (Annual Report) and in Part I, Item 2 and Part II, Item 1A (Quarterly Reports), all of which are available online on the SEC’s website at https://www.sec.gov. The forward-looking statements included in this communication are made only as of the date hereof and are based on the current beliefs of Coursera and Udemy
as well as assumptions made by and information currently available to them, which are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict. Neither Coursera nor Udemy undertakes any obligation to
update any forward-looking statements to reflect subsequent events or circumstances, except to the extent required by law.
The information that can be accessed through hyperlinks or website addresses included in this communication is deemed not to be incorporated in or part of this
communication.
No Offer or Solicitation
This communication is not intended to and shall not constitute an offer to buy or sell or the solicitation of an offer to buy or sell any securities,
or a solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such
jurisdiction. No offering of securities shall be made, except by means of a prospectus meeting the requirements of Section 10 of the U.S. Securities Act of 1933, as amended.
Additional Information About the Business Combination and Where to Find It
In connection with the business combination,
Coursera intends to file with the SEC a registration statement on Form S-4 that will include a joint proxy statement of Coursera and Udemy and that also constitutes a prospectus of Coursera.
Each of Coursera and Udemy may also file other relevant documents with the SEC regarding the
business combination. This document is not a substitute for the proxy statement/prospectus or registration statement or any other document that Coursera or Udemy may file with the SEC. The definitive joint proxy statement/prospectus will be mailed to
stockholders of Coursera and Udemy. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE
REGISTRATION STATEMENT, JOINT PROXY STATEMENT/PROSPECTUS AND ANY OTHER RELEVANT DOCUMENTS THAT MAY BE FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY IF AND WHEN THEY BECOME
AVAILABLE BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT THE BUSINESS COMBINATION. Investors and security holders will be able to obtain free copies
of the registration statement and joint proxy statement/prospectus and other documents containing important information about Coursera, Udemy and the business
combination, once such documents are filed with the SEC through the website maintained by the SEC at https://www.sec.gov. Copies of the documents filed with the SEC by Coursera will be available online free of charge on Coursera’s website at https://investor.coursera.com or by contacting Coursera’s Investor Relations department
at ir@coursera.org. Copies of the documents filed with the SEC by Udemy will be available online
free of charge on Udemy’s website at https://investors.udemy.com or by contacting Udemy’s Investor Relations department at ir@udemy.com.
Participants in the Merger Solicitation
Coursera, Udemy and certain of their respective directors and executive officers may be deemed to be
participants in the solicitation of proxies in respect of the proposed transaction. Information about the directors and executive officers of Coursera, including a
description of their direct or indirect interests, by security holdings or otherwise, is set forth in Coursera’s proxy statement for its 2025 Annual Meeting of Stockholders
under the headings “Executive Officers,” “Compensation Discussion and Analysis,” “Executive Compensation Tables,” “CEO Pay Ratio,” “Pay Versus Performance,” “Non-Employee Director Compensation,” “Certain Relationships and Related Transactions”
and “Security Ownership of Certain Beneficial Owners and Management,” which was filed with the SEC on March 31, 2025 and is available online at https://www.sec.gov/Archives/edgar/data/1651562/000165156225000026/cour-20250331.htm, and Coursera’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024 under the headings “Item 10. Directors, Executive Officers and Corporate Governance,” “Item 11. Executive
Compensation” and “Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters,” which was filed with the SEC on February 24, 2025 and is available online at https://www.sec.gov/Archives/edgar/data/1651562/000165156225000013/cour-20241231.htm. To the extent holdings of Coursera’s securities by its directors or executive officers have changed since the amounts set forth
in Coursera’s definitive proxy statement for its 2025 Annual Meeting of Stockholders, such changes have been or will be reflected on Initial Statement of Beneficial
Ownership of Securities on Form 3, Statement of Changes in Beneficial Ownership on Form 4 or Annual Statement of Changes in Beneficial Ownership on Form 5 filed with the SEC, which are available online at https://www.sec.gov/edgar/browse/?CIK=1651562&owner=exclude.
Information about the directors and executive officers of Udemy, including a description of their direct or indirect interests, by security holdings or otherwise, is set
forth in Udemy’s proxy statement for its 2025 Annual Meeting of Stockholders under the headings “Director Compensation,” “Our Executive Officers,” “Compensation Discussion
and Analysis,” “Summary Compensation Table,” “Grants of Plan-Based Awards in 2024,” “Outstanding Equity Awards at 2024 Fiscal Year End,” “Related Person Transactions” and “Security Ownership of Certain Beneficial Owners and Management,” which was
filed with the SEC on April 25, 2025 and is available online at https://www.sec.gov/Archives/edgar/data/1607939/000160793925000046/ude-20250422.htm, and Udemy’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024 under the headings “Item
10. Directors, Executive Officers and Corporate Governance,” “Item 11. Executive Compensation” and “Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters”, which was filed with the SEC on February
19, 2025 and is available online at https://www.sec.gov/Archives/edgar/data/1607939/000160793925000011/udmy-20241231.htm. To the extent holdings of Udemy’s securities by its directors or executive officers have changed since the
amounts set forth in Udemy’s definitive proxy statement for its 2025 Annual Meeting of Stockholders, such changes have been or will be reflected on Initial Statement of
Beneficial Ownership of Securities on Form 3, Statement of Changes in Beneficial Ownership on Form 4, or Annual Statement of Changes in Beneficial Ownership on Form 5 filed with the SEC, which are available online at https://www.sec.gov/edgar/browse/?CIK=1607939&owner=exclude. Other information regarding the participants in the proxy solicitations and a description of their direct and indirect interests, by security holdings or otherwise, will be contained
in the joint proxy statement/prospectus and other relevant materials to be filed with the SEC regarding the proposed transaction when such materials become available. Investors should read the joint proxy statement/prospectus carefully when it
becomes available before making any voting or investment decisions. You may obtain free copies of these documents from Coursera or Udemy using the sources indicated above.
| Item 9.01. |
Financial Statements and Exhibits.
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Exhibit No.
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Description of Exhibit
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2.1
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Agreement and Plan of Merger, dated as of December 17, 2025, by and among Coursera, Inc., Udemy,
Inc., and Chess Merger Sub, Inc.†
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10.1
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Voting Agreement, dated as of December 17, 2025, by and among Coursera, Inc. and the Udemy
Significant Stockholders.†
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99.1
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Voting Agreement, dated as of December 17, 2025, by and among Udemy, Inc. and the Coursera
Significant Stockholders.†
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104
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Cover Page Interactive Data File (embedded within the Inline XBRL document)
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† Schedules have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The registrant hereby undertakes to furnish supplementally copies of any of the omitted
schedules upon request by the SEC.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
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Date: December 17, 2025
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COURSERA, INC.
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By:
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/s/ Alan B. Cardenas
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Name: Alan B. Cardenas
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Title: SVP, General Counsel and Secretary
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